Exhibit 99.1

URBAN TEA, INC.

Floor 25, No. 36 Middle Wanjiali Road

Xiyingmen Commercial Plaza

Yuhua District, Changsha City, China 410014

August 14, 2019

Dear Shareholder:

You are cordially invited to attend our 2020 Annual Meeting of Shareholders to be held on August 30, 2019, at 10 a.m. Beijing time at Floor 25, No. 36 Middle Wanjiali Road, Xiyingmen Commercial Plaza, Yuhua District, Changsha City, China 410014 (the “ 2020 Annual Meeting ”).

If you owned our ordinary shares at the close of business on August 1, 2019 (“ Record Date ”), you are entitled to vote on the matters which are listed in the Notice of 2020 Annual Meeting of Shareholders.

The Board of Directors recommends a vote “ FOR ” each of the proposals listed as Items 1, 2, 3 and 4 in the Notice.

You may vote via the Internet, by telephone or by completing and mailing the proxy card you received in the mail. If you attend the 2020 Annual Meeting of Shareholders, you may vote your shares in person, even if you have previously voted your proxy. Your vote is important, regardless of the number of ordinary shares you own or whether or not you plan to attend the 2020 Annual Meeting of Shareholders. Accordingly, whether or not you plan to attend the 2020 Annual Meeting of Shareholders, after reading the enclosed Notice and accompanying proxy statement, please sign, date and mail the enclosed proxy card in the envelope provided or vote by telephone or over the Internet in accordance with the instructions on your proxy card or your voting instructions form to ensure that your shares will be represented and voted at the 2020 Annual Meeting of Shareholders.

We are proud that you have chosen to invest in Urban Tea, Inc. On behalf of our management and directors, thank you for your continued support and confidence. We look forward to seeing you at our 2020 Annual Meeting of Shareholders.

Sincerely,

IT IS IMPORTANT THAT YOU VOTE, SIGN AND RETURN

THE ACCOMPANYING PROXY CARD AS SOON AS POSSIBLE

URBAN TEA, INC.

Floor 25, No. 36 Middle Wanjiali Road

Xiyingmen Commercial Plaza

Yuhua District, Changsha City, China 410014

The accompanying proxy statement describes these items in more detail. As of the date of this Notice of 2020 Annual Meeting of Shareholders (the “ Notice ”), we have not received notice of any other matters that may be properly presented at the 2020 Annual Meeting.

A proxy statement describing the matters to be voted upon at the 2020 Annual Meeting along with a proxy card enabling the shareholders to indicate their vote will be mailed on or about August 14, 2019, to all shareholders entitled to vote at the 2020 Annual Meeting. Such proxy statement will also be furnished to the U.S. Securities and Exchange Commission, or the SEC, under cover of Form 6-K and will be available on our website at www.h-n-myt.com on or about August 14, 2019. If you plan to attend the 2020 Annual Meeting and your shares are not registered in your own name, please ask your broker, bank or other nominee that holds your shares to provide you with evidence of your share ownership. Such proof of share ownership will be required to gain admission to the 2020 Annual Meeting.

Whether or not you plan to attend the 2020 Annual Meeting, it is important that your shares be represented and voted at the 2020 Annual Meeting. Accordingly, after reading the Notice and accompanying proxy statement, please sign, date and mail the enclosed proxy card in the envelope provided or vote by telephone or over the Internet in accordance with the instructions on your proxy card. The proxy card must be received by Broadridge Financial Solutions, Inc. or at our office located at Floor 25, No. 36 Middle Wanjiali Road, Xiyingmen Commercial Plaza, Yuhua District, Changsha City, China 410014 not later than 11:59 p.m. ET on August 20, 2019 to be validly included in the tally of shares voted at the 2020 Annual Meeting. Detailed proxy voting instructions are provided both in the proxy statement and on the proxy card.

By Order of the Board of Directors of Urban Tea, Inc.

TABLE OF CONTENTS

PROXY STATEMENT

URBAN TEA, INC. 2020 Annual MEETING OF SHAREHOLDERS

GENERAL INFORMATION

The Board of Directors (the “ Board ”) of Urban Tea, Inc., a British Virgin Islands company (“ we ,” “ us ,” “ Urban Tea ” or the “ Company ”), is soliciting proxies to be used at the 2020 Annual Meeting of the Company to be held at Floor 25, No. 36 Middle Wanjiali Road, Xiyingmen Commercial Plaza, Yuhua District, Changsha City, China 410014 on Friday, August 30, 2019, at 10 a.m. Beijing time and any postponement or adjournment thereof.

This proxy statement (the “ Proxy Statement ”) and the accompanying notice and form of proxy are first being distributed to shareholders on or about August 14, 2019. The Board is requesting that you permit your ordinary shares to be represented at the 2020 Annual Meeting by the persons named as proxies for the 2020 Annual Meeting.

The proxy solicitation materials, including the Notice of 2020 Annual Meeting of Shareholders, this Proxy Statement, our annual report on Form 20-F for the fiscal year ended June 30, 2018, which includes our audited consolidated financial statements for the fiscal year ended June 30, 2018 (the “ 2018 Annual Report ”), and the proxy card (collectively, the “ Proxy Materials ”), are being furnished to the holders of our ordinary shares, in connection with the solicitation of proxies by the Board for use in voting at the 2020 Annual Meeting. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the 2020 Annual Meeting. Please read it carefully.

QUESTIONS AND ANSWERS ABOUT
THE 2020 Annual MEETING, THE PROXY MATERIALS AND VOTING YOUR SHARES

WHY AM I RECEIVING THESE MATERIALS?

Our Board has delivered the Proxy Materials to you in connection with the solicitation of proxies for use at the 2020 Annual Meeting. As a shareholder, you are invited to attend the 2020 Annual Meeting and are requested to vote on the items of business described in this Proxy Statement.

WHAT IS A PROXY?

Our Board is soliciting your vote at the 2020 Annual Meeting. You may vote by proxy as explained in this Proxy Statement. A proxy is your formal legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card.

Long Yi has been designated as the Company’s proxy for the 2020 Annual Meeting.

WHAT PROPOSALS WILL BE VOTED ON AT THE 2020 Annual MEETING?

There are three proposals that will be voted on at the 2020 Annual Meeting:

HOW DOES THE BOARD RECOMMEND I VOTE?

Our Board unanimously recommends that you vote:

WHAT HAPPENS IF ADDITIONAL MATTERS ARE PRESENTED AT THE 2020 ANNUAL MEETING?

If any other matters are properly presented for consideration at the 2020 Annual Meeting, including, among other things, consideration of a motion to adjourn or postpone the 2020 Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named as proxy holders will have discretion to vote on those matters in accordance with their best judgment, unless you direct them otherwise in your proxy instructions. We do not currently anticipate that any other matters will be raised at the 2020 Annual Meeting.

WHO CAN VOTE AT THE 2020 ANNUAL MEETING?

Shareholders of record at the close of business on August 1, 2019, the date established by the Board for determining the shareholders entitled to vote at our 2020 Annual Meeting (the “ Record Date ”), are entitled to vote at the 2020 Annual Meeting.

On the Record Date, 26,180,314 shares of our ordinary shares were outstanding and entitled to vote at the 2020 Annual Meeting. Holders of ordinary shares are entitled to one vote for each share owned for each matter to be voted on at the 2020 Annual Meeting. Holders of ordinary shares will vote together as a single class on all proposals to be voted on at the 2020 Annual Meeting.

A list of the shareholders of record as of August 1, 2019 will be available for inspection at the 2020 Annual Meeting.

WHAT CONSTITUTES A QUORUM?

A majority of the votes of our outstanding ordinary shares as of the Record Date must be present, in person or by proxy, at the 2020 Annual Meeting in order to properly convene the 2020 Annual Meeting. This is called a quorum. If there are not enough votes of the ordinary shares present both in person and by timely and properly submitted proxies to constitute a quorum, the 2020 Annual Meeting may be adjourned by the Chairman of the meeting until such time as a sufficient number of votes are present. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.

WHAT IS THE DIFFERENCE BETWEEN BEING A “SHAREHOLDER OF RECORD” AND A “BENEFICIAL OWNER” HOLDING SHARES IN STREET NAME?

Shareholder of Record:  You are a “shareholder of record” if your shares are registered directly in your name with our transfer agent, VStock Transfer, LLC. The Proxy Materials are sent directly to a shareholder of record.

Beneficial Owner:  If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name” and your bank or other nominee is considered the shareholder of record. Your bank or other nominee forwarded the Proxy Materials to you. As the beneficial owner, you have the right to direct your bank or other nominee how to vote your shares by completing a voting instruction form. Because a beneficial owner is not the shareholder of record, you are invited to attend the 2020 Annual Meeting, but you may not vote these shares in person at the 2020 Annual Meeting unless you obtain a “legal proxy” from the bank or other nominee that holds your shares, giving you the right to vote the shares at the 2020 Annual Meeting.

HOW DO I VOTE?

Shareholders of record can vote their shares in person, by attending the 2020 Annual Meeting, by telephone or over the Internet in accordance with the instructions on your proxy card, or by mail, by completing, signing and mailing your proxy card. The proxy card must be received by Broadridge Financial Solutions, Inc. or at our office located at Floor 25, No. 36 Middle Wanjiali Road, Xiyingmen Commercial Plaza, Yuhua District, Changsha City, China 410014 not later than 11:59 p.m. Beijing time on August 20, 2019 to be validly included in the tally of shares voted at the 2020 Annual Meeting.

If you are a beneficial owner whose ordinary shares are held in “street name” (i.e. through a bank, broker or other nominee), you will receive voting instructions from the institution holding your shares. The methods of voting will depend upon the institution’s voting processes, including voting via the telephone or the Internet. Please contact the institution holding your ordinary shares for more information.

WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?

It means that your ordinary shares are registered differently or you have multiple accounts. Please vote all of these shares separately to ensure all of the shares you hold are voted.

WHAT IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?

Shareholders of Record:  If you are a shareholder of record and you properly submit your proxy but do not give voting instructions, the persons named as proxies will vote your shares as follows: “ FOR ” the election of Urban Tea’s seven director nominees named in this Proxy Statement (Proposal No. 1), “ FOR ” the ratification of the appointment of Centurion ZD CPA & Co. (as our independent registered public accounting firm for the fiscal year ending June 30, 2020, Proposal No. 2), and “ FOR ” the approval and adoption of the Charter Amendment (Proposal No. 3). If you do not return a proxy, your shares will not be counted for purposes of determining whether a quorum exists and your shares will not be voted at the 2020 Annual Meeting.

Beneficial Owners:  If you are a beneficial owner whose ordinary shares are held in “street name” (i.e. through a bank, broker or other nominee) and you do not give voting instructions to your bank, broker or other nominee, your bank, broker or other nominee may exercise discretionary authority to vote on matters that the NASDAQ (“ NASDAQ ”) determines to be “routine.” Your bank, broker or other nominee is not allowed to vote your shares on “non-routine” matters and this will result in a “broker non-vote” on that non-routine matter, but the shares will be counted for purposes of determining whether a quorum exists. The only item on the 2020 Annual Meeting agenda that may be considered routine is Proposal No. 2 relating to the Ratification of Appointment of the Independent Registered Public Accounting Firm for the fiscal year ending June 30, 2020; however, we cannot be certain whether this will be treated as a routine matter since our Proxy Statement is prepared in compliance with the laws of British Virgin Islands rather than the rules applicable to domestic U.S. reporting companies. We strongly encourage you to submit your voting instructions and exercise your right to vote as a shareholder.

CAN I CHANGE MY VOTE OR REVOKE MY PROXY?

If you are a shareholder of record, you may revoke your proxy at any time prior to the vote at the 2020 Annual Meeting. If you submitted your proxy by mail, you must file with the Corporate Secretary of the Company a written notice of revocation or deliver, prior to the vote at the 2020 Annual Meeting, a valid, later-dated proxy. Attendance at the 2020 Annual Meeting will not have the effect of revoking a proxy unless you give written notice of revocation to the Corporate Secretary before the proxy is exercised or you vote by written ballot at the 2020 Annual Meeting. If you are a beneficial owner whose ordinary shares are held through a bank, broker or other nominee, you may change your vote by submitting new voting instructions to your bank, broker or other nominee, or, if you have obtained a legal proxy from your bank, broker or other nominee giving you the right to vote your shares, by attending the 2020 Annual Meeting and voting in person.

HOW WILL THE PROXIES BE SOLICITED AND WHO WILL BEAR THE COSTS?

We will pay the cost of soliciting proxies for the 2020 Annual Meeting. Proxies may be solicited by our directors, executive officers and employees, without additional compensation, in person, or by mail, courier, telephone, email or facsimile. We may also make arrangements with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of shares held of record by such persons. We may reimburse such brokerage houses and other custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith.

WHO WILL COUNT THE VOTES AND HOW CAN I FIND THE VOTING RESULTS OF THE 2020 Annual MEETING?

Broadridge will tabulate and certify the votes. We plan to announce preliminary voting results at the 2020 Annual Meeting, and we will report the final results in a Current Report on Form 6-K, which we will file with the SEC shortly after the 2020 Annual Meeting.

WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?

The affirmative vote of a simple majority of the votes of the shares entitled to vote on the proposal that were present and voted at the 2020 Annual Meeting is required to elect directors (Proposal No. 1), to ratify and approve the Audit Committee’s appointment of Centurion ZD CPA & Co. as the Company’s independent registered public accounting firm for the year ending June 30, 2020 (Proposal No. 2), and to ratify and approve the Private Placement and Share Purchase Agreement (Proposal No. 3).

WHAT ARE ABSTENTIONS AND BROKER NON-VOTES AND HOW WILL THEY BE TREATED?

An “abstention” occurs when a shareholder chooses to abstain or refrain from voting their shares on one or more matters presented for a vote. For the purpose of determining the presence of a quorum, abstentions are counted as present.

Abstentions will have no effect on the outcome of either proposal.

A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner attends the 2020 Annual Meeting in person or by proxy but does not vote on a particular proposal because that holder does not have discretionary authority to vote on that particular item and has not received instructions from the beneficial owner.

Broker non-votes will have no effect on the outcome of either proposal

WHAT DO I NEED TO DO TO ATTEND THE 2020 Annual MEETING?

If you plan to attend the 2020 Annual Meeting in person, you will need to bring proof of your ownership of ordinary shares, such as your proxy card or transfer agent statement and present an acceptable form of photo identification such as a passport or driver’s license. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

If you are a beneficial owner holding shares in “street name” through a bank, broker or other nominee and you would like to attend the 2020 Annual Meeting, you will need to bring an account statement or other acceptable evidence of ownership of ordinary shares as of the close of business Beijing time on August 1, 2019. In order to vote at the meeting, you must contact your bank, broker or other nominee in whose name your shares are registered and obtain a legal proxy from your bank, broker or other nominee and bring it to the 2020 Annual Meeting.

WHAT ARE THE FISCAL YEAR END DATES?

Each of our fiscal years ends on June 30.

WHERE CAN I GET A COPY OF THE PROXY MATERIALS?

Copies of our 2018 Annual Report, including consolidated financial statements as of and for the year ended June 30, 2018, the proxy card, the Notice and this Proxy Statement are available on our Company’s website at  www.h-n-myt.com.  The contents of that website are not a part of this Proxy Statement.

Additional copies of the 2018 Annual Report are available at no charge upon written request. To obtain additional copies of the 2018 Annual Report, please contact us at Urban Tea, Inc., Floor 25, No. 36 Middle Wanjiali Road, Xiyingmen Commercial Plaza, Yuhua District, Changsha City, China 410014, Attention: Corporate Secretary. The request must include a representation by the shareholder that as of our record date, August 1, 2019, such shareholder was entitled to vote at the 2020 Annual Meeting.

PROPOSAL 1
ELECTION OF DIRECTORS

Our Memorandum and Articles of Association provide that the Board will consist of no fewer than two directors, and it does not specify the maximum number of directors. The exact number of members of the Board will be determined from time to time by resolution of a majority of our entire Board or by resolution of a majority of the votes of the holders of our ordinary shares. The Board currently consists of seven members. Our Board has determined that Jing Yi, Linchai Zhang, Lizhong Zhang, Anatoly Danilitskiy and Yeyun Tan are independent under applicable SEC and NASDAQ Corporate Governance rules. During the year ended June 30, 2019, each director attended over 90% of all Board meetings and over 90% of the meetings of each committee of the Board on which he or she serves.

Our Board has nominated the individuals identified below for election as directors at the 2020 Annual Meeting, each of whom is a current director of the Company. Each of these directors will hold office until the annual meeting of shareholders in 2019, and until his/her respective successor has been elected and duly qualified. The director nominees set forth below have consented to being named in this Proxy Statement as nominees for election as directors and have agreed to serve as directors if elected.

We are soliciting proxies in favor of the election of the nominees identified below. Unless otherwise instructed, the proxy holders will vote the proxies received by them “ FOR ” the director nominees named below. If any nominee becomes unable to serve or for good cause will not serve as a director, an event that the Company does not currently anticipate, it is intended that proxies will be voted for any substitute nominee designated by the Board to fill the vacancy or the Board may elect to reduce its size. As of the date of this Proxy Statement, the Board has no reason to believe that the persons named below will be unable or unwilling to serve as directors, if elected.

Biographical information concerning the nominees appears below. Ages are set forth as of August 1, 2019

Director Nominees (All current Directors to be Re-elected in 2020)

Long Yi has been serving as the Chief Executive Officer and a director of the Company since January 2018. He served as the Chief Financial Officer and director of China Commercial Credit Inc., (Nasdaq: GLG) from 2013 to June 2019. Prior to joining GLG, Mr. Yi was the senior financial manager in Sutor Technology Group Ltd. (Nasdaq: SUTR) from 2008 to August 2012. He is a Certified Public Accountant in the State of Illinois. Mr. Yi has a Bachelor’s degree in Accounting from Northeastern University and a Master’s degree in Accounting and Finance from University of Rotterdam. He also obtained a graduate diploma in accounting from McGill University.

Jing Yi has been serving as a director since May 15, 2019. She served as Vice President at Dong Ting Chun Restaurant Management Co., Ltd. from December 2017 to February 2019. Ms. Yi worked at Hunan Jinzhou Law Office and was in charge of the financial management of the law firm from November 2015 to December 2017. From March 2012 to November 2015, she served as assistant to general secretary at Hunan Xiang Cuisine Industry Promotion Association. Ms. Yi obtained her master degree of international business law at University of Kent in England, and her bachelor degree of law in Changsha University of Science and Technology.

Linchai Zhang  has more than ten years’ experience in accounting and auditing. She worked as a Finance Manager at the Finance Department of Hangzhou Ruilaikesi Travel Group Co., Ltd., where she has worked since July 2007. From June 2005 to July 2007, Ms. Zhang was an accountant at the Finance Department of Hangzhou Yuanjian Opto-Elec Tech Co., Ltd. From July 2003 to May 2005, Ms. Zhang worked as an accountant at the Finance Department of Hangzhou City Advertising Co., Ltd. Ms. Zhang graduated from Zhejiang University of Commerce and Industry with a diploma in Economics and Finance (Investment).

Changguang Wu  has been with Urban Tea as its Executive Director since 2007 and has been actively involved in the daily operations of Urban Tea since its establishment in 2007. From 1989 to 1992, Mr. Wu was a loan officer of People’s Bank of Danyang City. From 1992 to 2002, he worked as a chief planner at Danyang City Trust and Investment Co., Ltd. Subsequently, in August 2002 and August 2003, Mr. Wu co-founded (i) Danyang Beijiate Materials Trading (“ Beijiate Materials ”) and (ii) Danyang Beijiate Chemicals Co., Ltd. (“ Beijiate Chemicals ”) respectively with Mr. Xin Chao, where he was mainly responsible for the management of both Beijiate Materials and Beijiate Chemicals. While he was involved in the management of Beijiate Materials and Beijiate Chemicals, he was also the general manager of Danyang Liansheng Chemicals Co., Ltd. (“ Liansheng Chemicals ”). He officially left Liansheng Chemicals and joined the Target Group in November 2007. Mr. Wu graduated from Banking School of Jiangsu in 1989 with a diploma in Economic Management.

Anatoly Danilitskiy  has been serving as a director since February 22, 2016. From the date of our formation in November 2011 until 2014, Mr. Danilitskiy served as our Chairman and Chief Executive Officer. From 2009 to 2015, Mr. Danilitskiy served as Chairman of the Board of RETN Group, which is an international network service provider. From 2004 to 2009, Mr. Danilitskiy established and led National Reserve Corporation, or NRC, to consolidate its strategic non-banking investment assets to become one of Russia’s largest private holding companies. While at NRC, Mr. Danilitskiy was responsible for a number of key deals in energy (including but not limited to purchasing certain Gazprom assets), transportation, debt arbitrage and distressed assets. Also from 2004 to 2009, Mr. Danilitskiy served as Chairman of CIS Interfincom AG, a financial and asset management subsidiary of NRC, where he oversaw all major money market transactions and securities trading. From 1994 to 2004, Mr. Danilitskiy served as First Deputy Chairman of National Reserve Bank, or NRB, the parent company of NRC and one of Russia’s leading universal commercial banks, where he was responsible for business development and international affairs. From 2006 to 2009, Mr. Danilitskiy served as a Member of the Board of Directors and a member of the Remuneration and the Assessment Committee of Aeroflot International Airlines, a Russian national carrier, where he played a key role in the successful effort to modernize the fleet of aircraft.

Lizhong Zhang has been serving as a director since November 22, 2018. Mr. Zhang also currently serves as a director of Hong Kong Boen Investment Management (“ Boen ”). Prior to joining Boen, Mr. Zhang was the Vice President of the China branch of Luzhiyun Bioengineering Group Co., Ltd., and the Honorary President of Lvzhiyun International Business School from 2014 to 2017. From 2010 to 2014, Mr. Zhang was the Executive General Manager of Jintan Apollo Biological Products Co., Ltd. Mr. Zhang has an associate degree from Taiwan Aviation Technology College.

Yeyun Tan has been serving as a director since November 22, 2018. Ms. Tan also currently serves as the General Manager of Hunan Guoyunding Trading Co., Ltd. (“ Guoyunding ”). Prior to joining Guoyunding, Ms. Tan was the Executive General Manager of Hunan Legend Bioengineering Co., Ltd from 2015 to 2017. From 2013 to 2015, Ms. Tan was the General Manager of Hunan National Tea Industry Development Co., Ltd. Ms. Tan has an associate degree in Tourism and Hotel Management from Hunan Normal University, Department of Business and Tourism, and an associate degree in Tourism and Hotel Management from Hunan Changsha Environmental Protection Vocational and Technical College.

See “What vote is required to approve each item?” and “What are abstentions and broker non-votes and how will they be treated?”

Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH DIRECTOR NOMINEE

PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board (the “ Audit Committee ”), which is composed entirely of independent directors, has selected Centurion ZD CPA & Co., independent registered public accounting firm, to audit our financial statements for the fiscal year ending June 30, 2020. Ratification of the selection of Centurion ZD CPA & Co. by shareholders is not required by law. However, as a matter of good corporate practice, such selection is being submitted to the shareholders for ratification at the 2019 Annual Meeting. If the shareholders do not ratify the selection, the Board and the Audit Committee will reconsider whether or not to retain Centurion ZD CPA & Co., but may, in their discretion, retain Centurion ZD CPA & Co. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such change would be in the best interests of the Company and its shareholders.

Representatives from Centurion ZD CPA & Co. will be in attendance at the 2019 Annual Meeting via teleconference to respond to any appropriate questions and will have the opportunity to make a statement, if they so desire.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Pre-Approval Policy

Our Audit Committee has adopted a pre-approval policy for the engagement of our independent registered public accounting firm to perform certain audit and non-audit services. Pursuant to this policy, which is designed to assure that such engagements do not impair the independence of our auditors, the Audit Committee pre-approves annually a catalog of specific audit and non-audit services in the categories of audit service, audit-related service and tax services that may be performed by our independent registered public accounting firm. Our Audit Committee pre-approved all audit and non-audit services provided to us and to our subsidiaries during the periods listed above.

See “What vote is required to approve each item?” and “What are abstentions and broker non-votes and how will they be treated?”

Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF Centurion ZD CPA & Co. AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIR M FOR THE FISCAL YEAR ENDING JUNE 30, 2020

PROPOSAL 3

APPROVAL AND ADOPTION OF THE CHARTER AMENDMENT

Overview

The Company’s current Memorandum and Articles of Association, as amended and restated on February 6, 2019 (the “ Charter ”) includes certain provisions applicable to the rights of shareholders (such as the right to have their shares redeemed if the Company fails to consummate a business combination by a particular date or if the Company seeks to amend its memorandum and articles to extend that date) and the conduct of the Company’s management and affairs prior to a business combination. Since the closing of the business combination in September 2014 (the “ Business Combination ”), such provisions have ceased to be applicable. The Charter Amendment serves to remove the aforementioned provisions that are no longer applicable to the Company from the Charter.

A complete text of the proposed Charter Amendment, a copy of which is attached to this proxy statement as Annex A . All shareholders are encouraged to read the Charter Amendment in its entirety for a more complete description of its terms.

Reasons for the Proposed Charter Amendment

The elimination of certain provisions related to our status as a blank check company is desirable because these provisions will serve no purpose following the Business Combination. For example, these proposed amendments remove the requirement to dissolve the Company and allow it to continue as a corporate entity with perpetual existence following the Business Combination. Perpetual existence is the usual period of existence for corporations and the Company’s board of directors believes it is the most appropriate period for the Company following the Business Combination. In addition, certain other provisions in our Charter require that proceeds from the Company’s IPO be held in the trust account until a business combination or liquidation of the Company has occurred. These provisions have ceased to apply since the consummation of the Business Combination.

Furthermore, we have made amendments to certain provisions that, in our opinion, are appropriate for the Company and in compliance with the BVI Business Companies Act, 2004, as amended (the “ Act ”). One of such amendments is to the material changes provision, which adds that the Board may enter into any transaction which is not expressly restricted by the Act or the Charter, including a merger, purchase or acquisition, regardless of its materiality, without prior approval by Resolution of Members. We believe that this provision would provide increased flexibility to the Board to be able to timely respond to and make decisions regarding transactions that are time-sensitive.

Vote Required

Proposal No. 3 (Approval and Adoption of the Charter Amendment) will be approved if a majority of the total votes properly cast in person or by proxy at the Meeting by the holders of ordinary shares vote “ FOR ” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.

Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL AND ADOPTION OF THE CHARTER AMENDMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our outstanding ordinary shares as of August 1, 2019 by:

The beneficial ownership of ordinary shares is determined in accordance with the rules of the SEC and generally includes any ordinary shares over which a person exercises sole or shared voting or investment power. For purposes of the table below, we deem shares subject to options, warrants or other exercisable or convertible securities that are exercisable or convertible currently or within 60 days of August 1, 2019, to be outstanding and to be beneficially owned by the person holding the options, warrants or other currently exercisable or convertible securities for the purposes of computing the percentage ownership of that person but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person. The percentage of shares beneficially owned is based on 26,180,314 ordinary shares outstanding as of August 1, 2019. Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares, except to the extent authority is shared by spouses under community property laws. Unless otherwise noted below, each shareholder’s address is c/o Floor 25, No. 36 Middle Wanjiali Road, Xiyingmen Commercial Plaza, Yuhua District, Changsha City, China 410014.

* - Less than 5%

DOCUMENTS ON DISPLAY

The Company’s Annual Report on Form 20-F filed with the SEC on November 14, 2018 is available for viewing and downloading on the SEC’s website at  www.sec.gov  as well as on the Investor Relations section of the Company’s website at  www.h-n-myt.com .

The Company is subject to the information reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, applicable to foreign private issuers. The Company fulfills these requirements by filing reports with the SEC. The Company’s filings with the SEC may be inspected without charge at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580 Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The Company’s SEC filings are also available to the public on the SEC’s website at  www.sec.gov.  As a foreign private issuer, the Company is exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this Proxy Statement should not be taken as an admission that the Company is subject to those proxy rules.

OTHER MATTERS

We know of no other matters to be submitted at the 2020 Annual Meeting. If any other matters properly come before the 2020 Annual Meeting, it is the intention of the proxy holders to vote the shares they represent in accordance with their best judgment, unless you direct them otherwise in your proxy instructions.

Whether or not you intend to be present at the 2020 Annual Meeting, we urge you to submit your signed proxy promptly.

Annex A

TERRITORY OF THE British Virgin Islands
BVI BUSINESS COMPANIES ACT 2004

MEMORANDUM OF ASSOCIATION

OF

URBAN TEA, INC.

A Company Limited By Shares

The name of the company is Urban Tea, Inc.

The Company is a company limited by shares.

The rights attached to any class or series of shares (unless otherwise provided by the terms of issue of the shares of that class or series), whether or not the Company is being wound-up, may be varied with the consent in writing of all the holders of the issued shares of that class or series or with the sanction of a resolution passed by a majority of the votes cast at a separate meeting of the holders of the shares of the class or series.

Rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

The Company shall issue registered shares only, and such shares may be in full or fractional form. The Company is not authorised to issue bearer shares, convert registered shares to bearer shares, or exchange registered shares for bearer shares.

The meanings of words in this Memorandum are as defined in this Memorandum or as defined in the Articles annexed hereto. Additionally, certain of the terms contained in this Memorandum that are listed in the first column of the table below, unless the context otherwise requires, shall bear the meaning set opposite them respectively in the second column.

We, CODAN TRUST COMPANY (B.V.I.) LTD., registered agent of the Company, of Commerce House, Wickhams Cay 1, PO Box 3140, Road Town, Tortola, British Virgin Islands VG 1110 for the purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands hereby sign these Memorandum of Association on the 28 ^th of November, 2011:

Incorporator

CODAN TRUST COMPANY (B.V.I.) Ltd

Sgd. Michael Wood

Per:

Michael Wood

For and on behalf of

Codan Trust Company (B.V.I) Ltd.

TERRITORY OF THE British Virgin Islands
BVI BUSINESS COMPANIES ACT 2004

aRTICLES OF ASSOCIATION

OF

URBAN TEA, INC.

A Company Limited By Shares

provided that, where shares are divided or combined, the aggregate par value (if any) of the new shares must be equal to the aggregate par value (if any) of the original shares.

then the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.

The Company shall cause to be kept in one or more books at its Office a Register of Directors and officers in which there shall be entered the full names and addresses of the Directors and officers and such other particulars as required by the Act or as the Directors may determine.

Any Director or the Secretary or any person appointed by the Board for the purpose may authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts, and if any books, records, documents or accounts are elsewhere than at the Office or the head office the local manager or other officer of the Company having the custody thereof shall be deemed to be a person so appointed by the Board. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Board or any committee which is so certified shall be conclusive evidence in favor of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such minutes or extract is a true and accurate record of proceedings at a duly constituted meeting.

The Company shall keep records that: (a) are sufficient to show and explain the Company’s transactions; and (b) will, at any time, enable the financial position of the Company to be determined with reasonable accuracy. The abovementioned records shall be kept at the Office or, at such other place or places as the Board decides and shall always be open to inspection by the Directors. No Member (other than a Director) shall have any right of inspecting any accounting record or book or document of the Company except as conferred by the Act or authorized by the Board.

For the purposes of these Articles, a cable or telex or facsimile or electronic transmission message purporting to come from a holder of shares or, as the case may be, a Director, or, in the case of a corporation which is a holder of shares from a director or the secretary thereof or a duly appointed attorney or duly authorized representative thereof for it and on its behalf, shall in the absence of express evidence to the contrary available to the person relying thereon at the relevant time be deemed to be a document or instrument in writing signed by such holder or Director in the terms in which it is received.

If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a Resolution of Members or Resolution of Directors and any other sanction required by the Act, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the members of the Company to communicate to the public.

Section 175 of the Act shall not apply to the Company and the Board may sell, transfer, lease, exchange or otherwise dispose of the assets of the Company without the sale, transfer, lease, exchange or other disposition being authorised by a Resolution of Members.

We, CODAN TRUST COMPANY (B.V.I.) LTD., registered agent of the Company, of Commerce House, Wickhams Cay 1, PO Box 3140, Road Town, Tortola, British Virgin Islands VG 1110 for the purpose of incorporating a BVI Business Company under the laws of the British Virgin Islands hereby sign these Articles of Association on the 28 ^th of November, 2011:

Incorporator

CODAN TRUST COMPANY (B.V.I.) Ltd

Sgd. Michael Wood

Per:

Michael Wood

For and on behalf of

Codan Trust Company (B.V.I) Ltd

Exhibit 99.2

URBAN TEA, INC.

FLOOR 25, NO. 36 MIDDLE WANJIALI ROAD

XIYINGMEN COMMERCIAL PLAZA

YUHUA DISTRICT, CHANGSHA CITY, CHINA 410014

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held at 10 a.m. on August 30, 2019 Beijing Time

(Record Date – August 1, 2019)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Long Yi as proxy of the undersigned, with full power to appoint his substitute, and hereby authorizes him to represent and to vote all the shares of Urban Tea, Inc. (“ we ,” “ us ,” “ Urban Tea ” or the “ Company ”), which the undersigned is entitled to vote, as specified below on this card, at the Annual Meeting of Shareholders of the Company on Friday, August 30, 2019, at 10 a.m., Beijing time, at Floor 25, No. 36 Middle Wanjiali Road, Xiyingmeng Commercial Plaza, Yuhua District, Changsha City, China 410014 and at any adjournment or postponement thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS FOR EACH OF THE PROPOSALS. This proxy authorizes the above designated proxy to vote in his discretion on such other business as may properly come before the meeting or any adjournments or postponements thereof to the extent authorized by Rule 14a-4(c) promulgated under the Securities Exchange Act of 1934, as amended.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “ FOR ALL ”

OF PROPOSAL 1 AND “ FOR ” OF PROPOSALS 2 TO 4 SET FORTH BELOW.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK

PROPOSAL 1: To elect the nominees listed in the Proxy Statement to the Company’s Board of Directors.

NOMINEES:

PROPOSAL 2: To ratify the selection of Centurion ZD CPA & Co. as the Company’s independent registered public accounting firm for year ending June 30, 2020.

PROPOSAL 3: To approve and adopt the Amended and Restated Memorandum and Articles of Association to remove provisions that have ceased to apply to the Company and to add appropriate provisions.

PROPOSAL 4: To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Please indicate if you intend to attend this meeting ☐ YES ☐ NO

Name shares held in (Please print): _________________________ Account Number (if any): _______________________

No. of Shares Entitled to Vote: ____________________________ Stock Certificate Number(s): _____________________

If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such.

If the signer is a partnership, please sign in partnership name by authorized person.

Please provide any change of address information in the spaces below in order that we may update our records:

Address: ______________________________________________

______________________________________________